Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events

Subsequent Events

Note 24. Subsequent Events

Held for Sale

Fintech Village

On January 28, 2021, the Company’s Board of Directors accepted an offer of $2.75 million for Fintech Village, and subsequently signed a sale contract on March 15, 2021.  The Company believes that Fintech Village met the criteria for held for sale classification on January 28, 2021.

Acquisitions and Investments

WAVE Acquisition

On January 4, 2021, the Company entered into an agreement and plan of merger (the “WAVE Agreement”) to acquire 100.0% of Wireless Advanced Vehicle Electrification, Inc. (“WAVE”) for an aggregate purchase price of $50.0 million in a combination of $15.0 million of cash and Ideanomics common stock with a value of $35.0 million. In addition to the cash and common stock to be paid and issued at closing, the WAVE Agreement contains contingent consideration that could result in additional payments of up to $30.0 million to the sellers based upon revenue and gross profit margin metrics for 2021 and 2022.  Ideanomics has also agreed to a performance and retention plan for the benefit of certain WAVE’s employees which could result in up to $10.0 million paid to such employees if certain

gross revenue targets and certain gross profit margins are achieved for 2021 and 2022.  WAVE is a provider of wireless charging solutions for medium and heavy-duty electric vehicles.  The Company closed the acquisition of WAVE on January 15, 2021.

Timios Acquisition

On January 8, 2021 the Company completed the acquisition of Timios Holdings Corp. (“Timios”) pursuant to the stock purchase agreement (the “Timios Agreement”) entered into on November 11, 2020.  Pursuant to the Timios Agreement, the Company acquired 100.0% of the outstanding capital stock of Timios for $40.0 million in cash consideration plus $6.5 million for cash on hand. Timios provides title and escrow services for real estate transactions.

Technology Metals Investment

On January 28, 2021, the Company entered into a simple agreement for future equity (the “SAFE”) with Technology Metals Market Limited (“TM2”) pursuant to which Ideanomics invested £1.5 million ($2.1 million.) TM2 is a London based commodities issuing and trading platform for technology metals connecting institutional investors, proprietary traders and retail investors with digital metals issuers – miners, refiners, recyclers and mints.

Silk EV Investment

On January 28, 2021, the Company entered into a convertible promissory note (the “SilkEV Note”) with SilkEV Cayman LP (“SilkEV”) pursuant to which the Company invested $15.0 million. The SilkEV Note will accrue 6.0% interest and is due and payable upon request by the Company on the maturity date, January 28, 2022. SilkEV is a U.S./Italian automotive engineering and design services company, primarily engaged in the design, development and production services for fully electric premium, high luxury, and hypercars.

Energica Investment

On March 3, 2021, the Company entered into an investment agreement with Energica Motor Company S.P.A (“Energica.”)   The Company invested €10.9 million ($13.2 million) for 6.1 million ordinary shares of Energica at a subscription price of €1.78 ($2.15) for each ordinary share. Pursuant to the purchase of the shares the Company will hold at least 20.0% of Energica’s share capital. From March 3, 2021 through September 30, 2021 the Company has the right to participate in any equity financing by Energica. Ideanomics will not be able to sell any of the shares for a period of 90 days. Energica is the world's leading manufacturer of high performance electric motorcycles and the sole manufacturer of the FIM Enel MotoE™ World Cup. Energica motorcycles are currently on sale through the official network of dealers and importers.

Debt Transactions

YA Notes

On various dates subsequent to the balance sheet date, the Company entered into convertible debentures (“YA Note(s)”) with YA II PN, Ltd (“YA.”)  The table below summarizes the issuances respectively:

Date of Issuance	Principal Amount		Fixed Conversion Price		Maturity Date
January 4, 2021	$	37.5 million	$	2.00	July 4, 2021
January 15, 2021	$	37.5 million	$	3.31	July 15, 2021
January 28, 2021	$	65.0 million	$	4.12	July 28, 2021
February 8, 2021	$	80.0 million	$	4.95	August 8, 2021

For each issuance, at any time before the maturity date, the Investor may convert the YA Note(s) at their option into shares of Company common stock at the fixed conversion price noted in the table. The Company has the right, but not the obligation, to redeem a portion or all amounts outstanding under the YA Note(s) prior to the maturity date at a cash redemption price equal to the principal amount to be redeemed, plus accrued and unpaid interest, if any. The Investor may convert all or any part of the YA Note(s) after receiving a redemption notice, in which case the redemption amount shall be reduced by the amount converted. No public market currently exists for the YA Note(s), and the Company does not intend to apply to list the YA Note(s) on any securities exchange or for quotation on any inter-dealer quotation system. The Note contains customary events of default, indemnification obligations of the Company and other obligations and rights of the parties.

Equity Transactions

Roth Capital Share Placement

On February 26, 2021, the Company entered into a sales agreement with Roth Capital Partners, LLC (“Roth Capital.”)  In accordance with the terms of the sales agreement, the Company may offer and sell from time to time through Roth Capital the Company’s common stock having an aggregate offering price of up to $150.0 million (the “Placement Shares”). The Placement Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333- 252230). The Company is not obligated to sell any Placement Shares pursuant to the sales agreement. Subject to the terms and conditions of the sales agreement, Roth Capital will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of the Nasdaq Stock Market (“Nasdaq”), to sell the Placement Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose. Sales of the Placement Shares, if any, will be made on Nasdaq at market prices by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended. The Company shall pay to Roth Capital in cash, upon each sale of Placement Shares pursuant to the Agreement, an amount equal to 3.0% of the gross proceeds from each sale of Placement Shares.